HYBE v. Min Hee-jin: Lawsuit to Confirm Termination of Shareholders’ Agreement – 2nd Hearing

Asked about the separate put option lawsuit being conducted in addition to this case between HYBE and Min Hee-jin. (In November last year, after announcing her resignation as an inside director of ADOR, Min Hee-jin filed a lawsuit at the Seoul Central District Court seeking payment of approximately 26 billion won based on the exercise of the put option.)

“(Regarding the put option lawsuit) We are currently awaiting the court’s judgment.”

Their position is that there is no practical benefit to this confirmation lawsuit because the put option was exercised while claiming the contract was still in effect and had not been terminated.

“This case is seeking confirmation of termination, while the put option payment lawsuit is a case where we exercised the put option on the premise that the contract had not been terminated and are demanding payment for the call option. The parties are different. One person has been added. The put option exercise period arrived in November, so we exercised the put option. It’s a case demanding call option payment, and the court was somewhat deliberating. In this case, there are two defendants, but in that case (put option), there are three plaintiffs with one added.”

“To explain in order: the plaintiff terminated the contract due to the defendant’s breach of contract, the defendant continued to claim the contract was maintained in a state where it had not yet been terminated, and in that state, the put option was exercised on the premise that the contract was maintained. After that, because the plaintiff’s breach of contract was not remedied, the defendant claimed contract termination. Both sides are claiming contract termination, just at different times.”

Claims that the shareholders’ agreement has already been terminated by the termination notice, and accordingly, former CEO Min cannot exercise the put option.

Their position is that the put option exercised after the notice is invalid, and therefore this confirmation lawsuit has practical benefit.

“Both parties are claiming the same legal effect of termination, but ultimately, because the legal requirements regarding whose fault led to the termination are different, our position is that this should be confirmed according to precedent.”

“Since the defendant’s side has not yet submitted a rebuttal brief regarding the grounds for termination we are claiming, we will submit a specific proof plan once the brief is submitted.”

“We have already submitted two briefs rebutting the unfairness of the grounds for termination claimed by HYBE. Rather, it is HYBE that has been unable to provide any rebuttal to the illegality of the termination notice and other issues pointed out by Min Hee-jin’s side.”

“HYBE submitted three additional briefs on April 11, 14, and 15, with less than a week remaining before the hearing date (April 17). We will naturally submit rebuttal briefs to these later.”

“What should be noted is that the burden of proof in this lawsuit lies with HYBE. HYBE must prove whether the shareholders’ agreement was terminated by HYBE’s termination notice.”

“HYBE made a statement to the effect that they can only submit specific proof briefs after Min Hee-jin’s side rebuts HYBE’s claims, but this goes against the principle of burden of proof distribution in civil litigation. We hope HYBE understands that they bear the burden of proof regardless of whether Min Hee-jin’s side rebuts or not.”

Decided to conduct parallel hearings with the put option payment lawsuit being conducted by another division.

The third hearing date was set for June 12, 2025.

“If you submit responses to the briefs that have been filed so far, we will continue the arguments.”